Terms and Conditions

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS WEBSITE, YOU INDICATE THAT YOU UNDERSTAND AND ACCEPT ALL THE TERMS OF THIS ENDUSER LICENSE AGREEMENT (“AGREEMENT”).

IF YOU ARE ACCEPTING THESE TERMS ONBEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THATYOU HAVE FULL AUTHORITY TO DO SO.

LIFENITY INTERNATIONAL IS WILLING TO LICENSETHE WEBSITE AND DOCUMENTATION TO YOU ONLY UPON THE CONDITION THAT (A) YOU HAVEPURCHASED THE WEBSITE FROM Lifenity International OR A DISTRIBUTOR, SYSTEMS INTEGRATOR ORRESELLER AUTHORIZED BY Lifenity International TO DISTRIBUTE / SELL Lifenity International's WEBSITE ANDSERVICES TO END USERS IN YOUR TERRITORY (AN “AUTHORIZED PARTNER”) (B) YOUACCEPT ALL THE TERMS CONTAINED IN THIS AGREEMENT AND (C) YOU ARE IDENTIFIED ASTHE END USER IN THE APPLICABLE ORDER CONFIRMATION.

IF YOU ARE NOT THE END USER IDENTIFIED IN THEORDER CONFIRMATION, YOU HAVE NO LICENSE TO USE THE WEBSITE.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE WEBSITE.

UNLESS AND UNTIL YOU HAVE ENTERED INTO ASEPARATE LICENSE AGREEMENT WITH LIFENITY INTERNATIONAL, THIS AGREEMENT CONSTITUTES THE FINAL, COMPLETE, AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES REGARDING THE WEBSITEAND DOCUMENTATION PROVIDED HEREUNDER, AND SUPERSEDES ALL PRIOR ORCONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, AND COMMUNICATION, WHETHER WRITTENOR ORAL, WITH RESPECT TO SUCH WEBSITE AND DOCUMENTATION.

Definitions

1. “Affiliate” means any entity which directly, or indirectly controls Lifenity International, is controlled by Lifenity International, or is under common control with Lifenity International.
2. “Device” means any kind of device capable of processing data and includes any of the following types of computer devices: diskless workstations, personal computer workstations, networked computer workstations, homeworker/teleworker home-based systems, file and print servers, email servers, Internet gateway devices, storage area network servers (SANS), terminal servers, mobile devices or portable workstations connected or connecting to the server(s) or network.
3. “Documentation” means explanatory materials in printed, electronic or online form accompanying the WEBSITE in English and other languages, if available.
4. “End User” (or “You/Your”)” means individual(s) installing or using the WEBSITE on their own behalf or who are legally using a copy of the WEBSITE; or, if the WEBSITE is being downloaded or installed on behalf of an organization, such as an employer, “You” further means the organization for which the WEBSITE is downloaded or installed. It is hereby represented that such organization has authorized the person accepting this Agreement to do so on its behalf. For purposes hereof the term “organization”, without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, legal entity or governmental authority.
5. “Website” means the Lifenity International WEBSITE specified in the applicable Order Confirmation and any Updates or Upgrades, if any, provided to You under Lifenity International’s support services program. Notwithstanding the foregoing, Lifenity International shall be under no obligation to provide any Updates or Upgrades to the WEBSITE under this Agreement.
6. “Licensed Configuration” means the permitted type and quantity of Devices and platforms, as applicable, upon which You may install and use the WEBSITE, as specified in an Order Confirmation, including for evaluation, beta-testing, production and/or non-production uses.
7. “License Term” means the time period for which WEBSITE and Documentation is licensed for Your use. Unless otherwise specified in an Order Confirmation, the License Term for WEBSITE is annual and commences upon the date on which the applicable Order Confirmation is sent to You.
8. "Lifenity International" means Lifenity International Labs Ltd., an Indian company, with offices located at Concord Tower, Dubai Media City, and any of its Affiliates.
9. “Order Confirmation” means a confirmation notice letter issued electronically by Lifenity International to You, confirming WEBSITE and support (if applicable) purchased by You, including the applicable Licensed Configuration and also containing download details.
10. “Subsidiary” refers to any entity controlled by You through greater than fifty percent (50%) ownership of the voting securities.
11. “Updates” are bug-fixes and error corrections and other updates related to content, policy updates, database updates for the WEBSITE which are made generally available to Lifenity International’s customer base and which are not separately priced or marketed by Lifenity International.
12. “Upgrade” means any and all improvements in the WEBSITE which are made generally available to Lifenity International’s customer base and which are not separately priced or marketed by Lifenity International.

License

1. Grant of License. Subject to the terms and conditions of this Agreement, Lifenity International hereby grants You a limited, non-exclusive, non-transferable right during the applicable License Term (i) to download, install and use the WEBSITE in the Licensed Configuration set forth in the applicable Order Confirmation solely on Devices owned or controlled by You, in executable form only, and (ii) to download and use the Documentation in connection such WEBSITE; in each case solely for Your own internal business operations. You may copy the WEBSITE (in executable form only) and the Documentation as reasonably necessary to exercise the license rights granted in subsection, including making a reasonable number of copies for backup and archival purposes.
2. Multiple Platforms. If the WEBSITE supports multiple platforms, the total number of Devices on which all versions of the WEBSITE are installed may not exceed the quantity specified in Your Order Confirmation. In the event Your usage of the WEBSITE exceeds the limits specified in Your Order Confirmation, Lifenity International may, at its option and without prejudice to any other remedy available to it, invoice You for the overage at Lifenity International’s then-current rates, and You shall make payment within Lifenity International’s established timeframes for payment.
3. Subsidiaries. You may permit use of the WEBSITE and Documentation in accordance with the terms of this Agreement only for so long as such entity remains Your Subsidiary. You shall be responsible and fully liable for each Subsidiary’s compliance with or breach of the terms of this Agreement.
4. General Restrictions. You may not, nor may You allow any third party to: (i) decompile, disassemble or reverse-engineer the WEBSITE, except to the extent expressly permitted by applicable law, without Lifenity International’s prior written consent; (ii) remove any product identification or proprietary rights notices of the WEBSITE or Documentation; (iii) lease, lend or use the WEBSITE for timesharing or service bureau purposes; (iv)modify or create derivative works of the WEBSITE or Documentation; or (v) use or copy the WEBSITE or Documentation except as expressly provided herein.
5. Limited Rights. The WEBSITE and Documentation are “commercial items” (FAR 2.101), consisting of “commercial computer WEBSITE” and “commercial computer WEBSITE documentation” (FAR 12.212 and DFARS 227.7202). If the WEBSITE and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the WEBSITE and Documentation will be only those specified in this Agreement. Your rights in the WEBSITE and Documentation will be limited to those expressly granted in this Agreement. Lifenity International reserves all rights and licenses in and to the WEBSITE and Documentation not expressly granted to You under this Agreement.
6. Usage Data. You will ensure that the WEBSITE, as operating on Your Devices, will have external network access to enable the management application portion of the WEBSITE to collect and send certain data to Lifenity International regarding Your usage of the WEBSITE, including the number of agents deployed and anonymized event data (“Usage Data”). You agree not to disable or otherwise disrupt such collection or transmission of Usage Data. In the event Usage Data is not reliably reaching Lifenity International, you will promptly assist Lifenity International to troubleshoot and remediate the issue to enable the such collection and transmission of Usage Data. You agree that Lifenity International may use the Usage Data to troubleshoot and monitor the WEBSITE and to enhance, improve, and develop current and future WEBSITE and services and to verify Your compliance with this Agreement. Without limiting the generality of the foregoing, Lifenity International may, at its expense, upon reasonable prior written notice, audit Your compliance with the terms of this Agreement no more than once per year. Lifenity International will conduct such audit during standard business hours in a manner that does not unreasonably interfere with the conduct of Your business.

Disclaimer of Warranties.

1. YOU ACKNOWLEDGE, ACCEPT AND AGREE THAT NO WEBSITE ISERROR-FREE AND YOU ARE ADVISED TO BACK UP YOUR DEVICES AND DATA WITH THE FREQUENCY AND RELIABILITY SUITABLE FOR YOU.
2. YOU FURTHER ACKNOWLEDGE THAT THE WEBSITE AND DOCUMENTATION IS PROVIDED “AS IS” AND THAT Lifenity International MAKES NO REPRESENTATION AND GIVES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT OF WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. Lifenity International MAKES NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANT ABILITY, SATISFACTORY QUALITY, INTEGRATION, OR APPLICABILITY FOR A PARTICULAR PURPOSE. YOU ASSUME ALL FAULTS, AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR SELECTING THE WEBSITE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE WEBSITE. WITHOUT LIMITING THE FOREGOING PROVISIONS, Lifenity International MAKES NO REPRESENTATION AND GIVES NO WARRANTY THAT THE WEBSITE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE WEBSITE WILL MEET ANY OR ALL OF YOUR REQUIREMENTS WHETHER OR NOT DISCLOSED TO Lifenity International.
3. SOME COUNTRIES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH EXPRESS OR IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO THE WARRANTY PERIOD (OR THE MINIMUM PERIOD REQUIRED BY THE APPLICABLE LAW).

Exclusion and Limitation of Liability.

1. To the maximum extent permitted by applicable law, (a) in no event will Lifenity International be liable to you for any special, incidental, punitive or consequential damages (including loss of use, data, business or profits) or for the cost of procuring substitute products or services arising out of or in connection with this agreement or the use or performance of the website, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Lifenity International has been advised of the possibility of such loss or damage; and (b) Lifenity International’s total cumulative liability to you from all causes of action and under all theories of liability will be limited to and will not exceed the fees paid to Lifenity International for the particular website giving rise to the liability during the then current license term.
2. You agree that the limitations set forth in section 3 and section 4 form an essential basis of the bargain with Lifenity International and shall survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.

Confidentiality

1. You and Lifenity International (each shall be referred to hereunder as “Party“),hereto acknowledge that due to its relationship with the other Party, a Party may have access to information and materials concerning the other Party’s business, technology, and/or products that are confidential and of substantial value to said Party, the value of which could be impaired if disclosed to third parties(“Confidential Information”).Confidential information, written or otherwise must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party or under the circumstances of disclosure, or due to the nature of the information, be information of a type that a person exercising reasonable business judgment would understand such information to be confidential. When disclosed orally, Confidential Information must also be identified as such in writing within 15 days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidentiality of such Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable parties would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement.
2. The Confidential Information restrictions will not apply to Confidential Information that is (i) already known to the receiving Party, (ii) becomes publicly available through no wrongful act of the receiving Party, (iii) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information, (iv) has been rightfully received from a third party not under obligation of confidentiality or (v) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure adequate for the owning Party to take reasonable action to prevent such disclosure, where reasonably possible.
3. Unless otherwise agreed to by both Parties, upon termination of this Agreement, each Party will return the other Party’s Confidential Information.
4. All Confidential Information is and shall remain the property of the disclosing Party. Both Parties acknowledge that all Confidential Information is the sole property of the disclosing Party, that the disclosing Party is the rightful owner of such and has the right to use such Confidential Information, and that the receiving Party shall not acquire any proprietary interest in the disclosing Party’s Confidential Information. No license or conveyance of any such rights to the receiving Party is granted or implied under this Agreement.

Termination

Without prejudice to Your payment obligations, you may terminate Your license at any time by uninstalling the WEBSITE. Lifenity International may terminate Your license if You materially breach the terms of this Agreement and You fail to cure such breach within 30 days of receiving notice of such breach. Upon any termination of your licenses under this Agreement, you shall promptly return or destroy all copies of the WEBSITE, Documentation and Confidential Information, all support or any additional related services, if purchased by You, will be terminated, and you shall not be entitled to a refund. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination. Without derogating from the generality of the forgoing, the provisions of Section 7 shall remain in full force and effect and shall survive the termination of this Agreement.

Privacy and Collection of Personal or System Information

While using Lifenity International’s website, downloading and using the WEBSITE, receiving purchased support and/or additional services from Lifenity International (if applicable), certain personally identifiable, sensitive or other information about You may be collected. By entering into this Agreement, or using the WEBSITE and/or additional services purchased (if applicable), You agree to the Lifenity International Privacy Policy on the Lifenity International web site (www.lifenity.ae).

General

You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Lifenity International’s express prior written consent. Any attempt to assign this Agreement without such consent, will be null and of no effect. Lifenity International may assign this Agreement without Your consent to an Affiliate or to a successor or acquirer in connection with a merger or acquisition, including a stock sale or a sale of substantially all assets to which this Agreement relates. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns. Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both Parties. Without limiting the foregoing, any terms and conditions contained in any purchase order or other communication from You that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken, unless expressly agreed to in writing by Lifenity International. No provision hereof shall be deemed waived unless such waiver shall be made in writing and signed by Lifenity International. If any provision of this Agreement is held invalid, that provision will be enforced to the maximum extent permissible to give effect to the intent of the Parties and the other provisions of this Agreement will remain in full force and effect. All notices, requests, demands and determinations to Lifenity International under this Agreement (other than routine operational communications) shall be sent to: Concord Tower, Dubai Media City, Dubai - UAE, and any of its Affiliates. If You have any questions regarding this Agreement, you may contact Lifenity International at info@lifenity.ae.